Editing Non-disclosure agreement (section)

===United Kingdom===
In the [[United Kingdom]], the term "back-to-back agreement" refers to an NDA entered into with a third party who legitimately receives confidential information, putting them under similar non-disclosure obligations as the initial party granted the information. [[Case law]] in a 2013 [[Court of Appeal (England and Wales)|Court of Appeal]] decision (''Dorchester Project Management v [[BNP Paribas]]'') confirmed that a confidentiality agreement will be interpreted as a contract subject to the [[Interpreting contracts in English law|rules of contractual interpretation]] which generally apply in English courts.<ref>Howell, A., [https://www.taylorwessing.com/en/insights-and-events/insights/pre-2016/back-to-back-confidentiality-agreements Back-to-back confidentiality agreements], ''[[Taylor Wessing]]'', published 19 April 2013, accessed 27 July 2023</ref>

NDAs are often used as a condition of a financial settlement in an attempt to silence whistleblowing employees from making public the misdeeds of their former employers. There is a law, the [[Public Interest Disclosure Act 1998]], which allows "protected disclosure" despite the existence of an NDA, although employers sometimes intimidate the former employee into silence despite this.<ref name=consult/><ref>{{cite news|url=https://www.bbc.co.uk/news/education-47936662 |title=UK universities face 'gagging order' criticism|website=BBC News|author=Rianna Croxford |date= 17 April 2019}}</ref>

In some legal cases where the conditions of a confidentiality agreement have been breached, the successful party may choose between [[damages]] based on an account of the commercial profits which might have been earned if the agreement had been honoured, or damages based on the price of releasing the other party from its obligations under the agreement.<ref>{{cite web | title=VC firm accused of stealing business plan must pay damages, not profits |publisher=Pinsent Masons | date=29 March 2010 | url=https://www.pinsentmasons.com/out-law/news/vc-firm-accused-of-stealing-business-plan-must-pay-damages-not-profits}}</ref>

Commercial entities entering into confidentiality agreements need to ensure that the scope of their agreement does not go beyond what is necessary to protect commercial information. In the case of ''Jones v Ricoh'', heard by the [[High Court of Justice|High Court]] in 2010, Jones brought an action against the photocopier manufacturer [[Ricoh]] for breach of their confidentiality agreement when Ricoh submitted a [[invitation to tender|tender]] for a contract with a third party. Ricoh sought release from its obligations under the agreement via an application for [[summary judgment]], and the court agreed that the relevant wording "went further than could reasonably be required" to protect commercial information. The agreement was held to be in breach of [[Article 101 of the Treaty on the Functioning of the European Union]], which prohibits agreements which had the object or effect of distorting competition, and was therefore unenforceable.<ref>Gerschlick, P., [https://www.mondaq.com/uk/eu-law-regulatory/106334/too-wide-a-restriction-on-contractual-non-compete-clause-between-non-competitors-breached-eu-competition-law--jones-v-ricoh-high-court UK: Too Wide a Restriction on Contractual Non-Compete Clause Between Non-Competitors Breached EU Competition Law – Jones v Ricoh, High Court], ''Mondaq'', published 27 July 2010, accessed 5 October 2023</ref>

{{As of|2025}} NDAs have long been misused in the UK to prevent people, usually employees, from reporting sexual and other abuse they have suffered. Parliament has consulted regarding proposed legislation to curb such use, with a debate on the use of NDAs by employers to cover up workplace abuse and discrimination.<ref>{{cite news| last=Sodha | first=Sonia | title=Charities and even unions have begun wielding NDAs to cow and silence|newspaper=The Guardian | date=6 April 2025 | url=https://www.theguardian.com/commentisfree/2025/apr/06/charities-and-even-unions-have-begun-wielding-ndas-to-cow-and-silence}}</ref><ref name=consult/>